Patriot Battery Metals Inc. has entered into a subscription agreement with respect to a private placement of approximately $109-million in Patriot by Albemarle Corp.
Albemarle will subscribe for an aggregate of 7,128,341 common shares of the Company (the “Common Shares”) at a price of C$15.29 per Common Share, representing a 7% premium to the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) on July 31, 2023, and a 10% premium to the 10-day volume weighted average trading price of the Common Shares on the TSXV for the period ending July 31, 2023, the last trading day prior to the announcement of the Strategic Investment. Upon closing of the Strategic Investment, Albemarle will own approximately 4.9% of Patriot’s issued and outstanding Common Shares on a fully-diluted in-the-money basis, or 6.4% on a non-diluted, issued and outstanding basis. The proceeds from the Strategic Investment will be used to accelerate the development activities at the Company’s Corvette Lithium Project (the “Property”) and for general corporate purposes.
Blair Way, Company President and CEO, commented: “We could not be more pleased to have welcomed Albemarle to invest in Patriot. I believe both Patriot and Albemarle can be a big part of building out the required front-end to the lithium chemicals supply chain in North America and Europe over the coming years. The additional funding will allow us to more aggressively advance the Corvette Property through drilling, permitting, study work and more.”
Alexander Thompson, VP Lithium Resources at Albemarle, commented: “We look forward to collaborating with Patriot to better understand the Corvette property and the opportunities this project represents for the North American battery materials supply chain.”
At the closing of the Strategic Investment, Patriot and Albemarle will enter into an investor rights agreement (the “Investor Rights Agreement”) for a twelve-month term whereby, subject to certain conditions, Albemarle will have the right to receive notices regarding participation in future equity capital raises to maintain its ownership level. The Investor Rights Agreement will also include (i) a standstill undertaking pursuant to which, among other things, Albemarle will agree not to increase its stake in the Company to greater than 4.9% on a fully-diluted in-the-money basis, (ii) certain restrictions on dispositions of Company shares by Albemarle, and (iii) a covenant from Albemarle to vote in favour of management’s recommendations on ordinary matters to be approved by shareholders of the Company, in each case subject to certain customary conditions and exceptions.
At the closing of the Strategic Investment, Patriot will enter into a non-binding memorandum of understanding (the “MOU”) with Albemarle to assess partnership opportunities to study the viability of a downstream lithium hydroxide plant integrated with the Property and located in Canada or the United States, including options in the Province of Quebec. The MOU includes an exclusivity period for an initial nine months which may be extended. Patriot cautions that there is no assurance that the MOU will result in the completion of a study or the formation of a partnership or joint venture with Albemarle. The MOU will be subject to a number of customary conditions.
The Strategic Investment is expected to close on or before August 4, 2023 and is subject to TSXV approval and other customary closing conditions. The Common Shares to be issued under the Strategic Investment will be issued under the Company’s existing ASX Listing Rule 7.1 capacity without shareholder approval. The Common Shares will be subject to a statutory hold period of four months and one day in accordance with applicable securities regulations.
The Investor Rights Agreement will be made available under the Company’s profile at www.sedarplus.ca and www.asx.com.au in due course.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act and applicable state securities laws.
Macquarie Capital is acting as financial advisor to Patriot and will receive an advisory fee equal to 3% of the gross proceeds of the Strategic Investment.
About Patriot Battery Metals Inc.
Patriot Battery Metals Inc. is a hard-rock lithium exploration company focused on advancing its district-scale 100% owned Corvette Property located in the Eeyou Istchee James Bay region of Quebec, Canada, and proximal to regional road and powerline infrastructure. The Corvette Property hosts the CV5 Spodumene Pegmatite with a maiden inferred mineral resource estimate of 109.2 Mt at 1.42% Li2O and 160 ppm Ta2O5 (at a cut-off of 0.40% Li2O), and ranks as the largest lithium pegmatite resource in the Americas, and one of the top 10 largest lithium pegmatite resources in the world. Additionally, the Corvette Property hosts multiple other spodumene pegmatite clusters that remain to be drill tested, as well as more than 20 km of prospective trend that remain to be assessed.
About Albemarle Corporation
Albemarle Corporation (NYSE: ALB) is a global leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health. Together with its world-class lithium and bromine resources, technical and process knowledge, and safety and sustainability performance, Albemarle partner with its customers to pioneer new ways to move, power, connect, and protect. Albemarle is committed to building a more resilient world where people and planet thrive. Learn more about Albemarle at www.albemarle.com and at @albemarlecorp on LinkedIn, Twitter, and Facebook.
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